Independent Counsel for the Board

    June 2004

    Boards of directors are increasingly called upon to exercise independent review and judgment of management activity. Independent investigations may be required when financial reporting improprieties have been alleged, in the face of derivative claims by shareholders, upon allegations of illegal or inappropriate conduct by the company or management, or when management may be financially or otherwise interested in transactions proposed for the company, as well as in other situations.

    As boards grapple with these and similar situations, the use of independent counsel to the board will become increasingly common.